Exhibit 10.10
Employment Agreement 1
NORSTAR COMMUNICATIONS, INC.
EMPLOYMENT AGREEMENT
--------------------
FOR XXXXXXXXX XXXXXX, VICE PRESIDENT OF OPERATIONS
This revised Agreement is entered into on this 1st day of February,
2002, in the City of Irvine, California, by and between NORSTAR
COMMUNICATIONS, INC., a California Corporation (hereinafter referred to
as "COMPANY") and XXXXXXXXX XXXXXX (hereinafter referred to as
"EMPLOYEE") and collectively called the "Parties". As of the date of
the signing of this Agreement, Xxxx Xxxxx is serving as Chief Executive
Officer for the Company, referred to in this Agreement as "C.E.O.".
This revised Employment Agreement (hereinafter referred to as
"Agreement") is entered into by and between Company and Employee as
follows:
1. RECITALS
1.1 Company owns and operates a Long Distance and Internet Company
engaging in Long Distance Telephone and ISP services to the
business and individual customers, commonly known as "VoIP".
The principle place of business of Company is 00000 Xxx Xxxxxx
Xxxxxx, Xxxxx Xx. 000, Xxxxxx, Xxxxxxxxxx 00000.
1.2 The Company, due to consolidation and/or transfer of all or
substantially all of the assets of Company, the provisions of
the Employee Agreement executed on or about March 23, 2001 need
to be modified accordingly. For the surviving Company or
when a Merger and Acquisition occurs of a publicly held
corporation, this Agreement will be available for public
review; therefore, the Parties believe it is in their mutual
best interests to modify their original agreement.
Consideration is hereby provided by COMPANY by revising the
Stock Option Provisions of the original Agreement (Paragraph
4.1 of agreement signed March 23, 2001), and by adding an
additional week's Vacation Time, and changing the five-day
"Sick Leave" to "Personal Time", EMPLOYEE, by her signature
below, consents to the modification of the original Agreement
and accepts the consideration provided by COMPANY.
1.3 EMPLOYEE is employed by COMPANY as Vice President of
Operations is responsible for the Information Technology, daily
business operations, billing and provisioning functions and
processes.
Initial: ________ Initial: __________
Employment Agreement 2
1.4 The parties hereto desire to reconfirm their Agreement executed
on February 5, 2001; and to confirm that the following terms
and conditions have been added to their Agreement and is a
complete statement of their respective responsibilities to be
rendered herein during the term of this Agreement.
1.5 The C.E.O. has represented to Employee that she has the power
and authority to bind the Company and any successor to accept
the revised terms and conditions of this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and conditions
hereinafter set forth, the parties agree as follows:
2. EMPLOYMENT AS VICE PRESIDENT OF OPERATIONS
2.1 COMPANY hereby employs EMPLOYEE as Vice President of Operations
and EMPLOYEE hereby accepts employment with COMPANY for period
of three years beginning February 5, 2001. This Agreement may
be terminated earlier as hereinafter provided.
3. DUTIES AND RESPONSIBILITIES OF EMPLOYEE
3.1 The Vice President of Operations is responsible for the
day-to-day performance of Company and will supervise and manage
personnel, develop appropriate procedures, conduct employee
meetings and trainings as appropriate that report to the Vice
President of Operations. EMPLOYEE will work with department
managers to integrate information and processes between
departments. The C.E.O. will work with the Vice President of
Operations regarding personnel, equipment and other resources
to insure flow of operations for the COMPANY.
3.2 EMPLOYEE is hereby given responsibilities and perform such
other duties and responsibilities as may be set forth in the
Employee Manual, incorporated herein by this reference, or as
directed by C.E.O.
3.3 The duties of EMPLOYEE may be changed from time to time by the
mutual consent of COMPANY and EMPLOYEE without resulting in a
rescission of this contract. Notwithstanding any such change
the employment of EMPLOYEE shall be construed as continuing
under this Agreement as modified.
Initial: ________ Initial: __________
Employment Agreement 3
3.4 EMPLOYEE agrees to participate in orientation and service
training programs designated by COMPANY, and to comply with
all training requirements and policies, established from time
to time, by COMPANY.
3.5 EMPLOYEE agrees to comply with all applicable policies of
COMPANY including, but not limited to, personnel and employment
qualifications, employment policies and procedures, etc.
EMPLOYEE further agrees that all activities carried out by him,
pursuant to this Agreement, shall be carried out without
discrimination on the basis of age, sex, physical or mental
handicap, race, color, religion, ancestry, or national origin.
4. PERFORMANCE EVALUATION
4.1 Employee's performance shall be reviewed on an annual basis by
a procedure approved by the C.E.O. of COMPANY.
5. COMPENSATION
5.1 For all services to be rendered by EMPLOYEE on behalf of
COMPANY, COMPANY agrees to pay, and EMPLOYEE agrees to accept
compensation as follows:
(a) $65,000 first six months base salary (payable weekly);
beginning on February 5, 2001. Then starting on August 1,
2001, base salary increase to $70,000. Second year base
salary of $75,000, and third year base salary of $85,000.
(b) 200,000 (two hundred thousand) shares of common stock of
COMPANY, ownership of said stock shall vest with EMPLOYEE
in twelve months; vesting beginning February 5, 2001.
(c) The Options of 100,000 (one hundred thousand) shares of
common stock to be granted with vesting over a
twelve-month period vesting at 1/12 per month, starting
February 5, 2001. Option price to be $1.00 for first
option, $1.50 for second option, $2.00 for third option
for the purchase of one share of common stock of COMPANY.
(d) Subsequent to the vesting date, shares shall remain the
sole property of EMPLOYEE regardless of change in
ownership and/or control of COMPANY, unless EMPLOYEE and
only EMPLOYEE exercises her right in the sale or transfer
of such stock;
Initial: ________ Initial: __________
Employment Agreement 4
(e) If COMPANY undergoes, engages in, is subject to, or is
involved in a change, transfer, buy out, merger,
acquisition, or any modification in the business practices
of COMPANY, EMPLOYEE shall retain ownership of her shares
in COMPANY or the monetary equivalent thereto (as to stock
ownership) of any new business entity which results or is
formed;
(f) EMPLOYEE shall receive three (3) weeks' paid vacation (15
working days) after first and second year, and four weeks
(20 working days) after third year, with no more than
three weeks taken concurrently, unless given permission in
writing by C.E.O. Vacation time will not accrue as long
as EMPLOYEE remains employed by COMPANY, unless prior
approval has been obtained in writing by C.E.O. Any earned
or unused vacation time shall be paid to EMPLOYEE if
EMPLOYEE either voluntarily leaves COMPANY or is
terminated by COMPANY;
(g) EMPLOYEE shall receive five days of paid Personal Time per
year. Unused accrued Personal Time has no cash value and
will not be paid at termination;
(h) EMPLOYEE shall be included in any and all of COMPANY'S
medical, optical, workers compensation, and all other
health benefits and retirement plans COMPANY may have
(whether they exist at the time of this Agreement is
executed or any time thereafter), Benefits shall be
granted immediately upon execution of this Agreement, if
available by COMPANY;
(i) EMPLOYEE shall receive severance pay upon involuntary
termination of her employment. Such severance pay shall
include two weeks' salary (measured at the time of
termination).
5.2 EMPLOYEE understands that other type(s) of compensation may be
paid to EMPLOYEE other than that stated in paragraph 5.1.
6. CONFIDENTIAL AND PROPRIETARY INFORMATION
6.1 In the course of her employment, EMPLOYEE may have access to
COMPANY'S confidential information and trade secrets, including
confidential records, data specification, manuals, policies and
procedures, client lists and other items of proprietary and/or
confidential information which are the property of COMPANY and
used in the regular course of its business. During EMPLOYEE's
employment and for three (3) years thereafter, EMPLOYEE
warrants that she will not, directly or indirectly, disclose or
use any such information for her personal benefit or for the
benefit of any third party or to the detriment of COMPANY,
except as required in the regular course of her employment with
COMPANY. However, such confidential information may be
disclosed with the written consent of C.E.O.
6.2 EMPLOYEE shall not use any confidential information or
circulate it to any other person or persons, except when
specifically authorized in advance by COMPANY and then only to
the extent necessary for accomplishing any purpose C.E.O. or
COMPANY may specify in writing.
6.3 Employee agrees that copies of confidential information may not
be made without the express written permission of COMPANY and
that all such copies shall be returned to COMPANY, along with
the originals.
6.4 EMPLOYEE acknowledges and agrees that the sale or unauthorized
use or disclosure of any of COMPANY's trade secrets and
information technology that may be construed as Proprietary and
obtained by EMPLOYEE during the course of her employment, is to
be constituted as unfair competition. EMPLOYEE promises and
agrees not to engage in any unfair competition with COMPANY at
any time, whether during or following the completion of
assigned duties as Vice President of Operations.
7. COMPETITION
7.1 During the term of this Agreement, Employee shall not permit
her name to be used by, be engaged with, or carry on (either
for himself or as a member of a partnership, or as a
stockholder, officer or director of a corporation, or as an
employee, agent, associate or consultant of any person, or
corporation) any business that is competitive with or adverse
to Company.
8. TERMINATION
8.1 COMPANY shall have the right to terminate this Agreement for
any of the following reasons by serving written notice upon
EMPLOYEE:
(a) For willful breach of any covenant and condition of
employment, habitual neglect of, willful failure to
perform, or inability to perform, EMPLOYEE's duties and
obligations as VICE PRESIDENT OF OPERATIONS;
(b) For illegal conduct, constituting a crime involving moral
turpitude, conviction of a felony, or any conduct
detrimental to the interests of COMPANY;
Initial: ________ Initial: __________
Employment Agreement 6
(c) For physical or mental disability rendering EMPLOYEE
incapable of performing her duties for a consecutive
period of 180 days, or by death;
(d) Determination by C.E.O. that the continued employment of
VICE PRESIDENT OF OPERATIONS is detrimental to the best
interests of COMPANY. If said matter of termination comes
before the COMPANY's Board of Directors, the Board of
Directors shall have the sole and absolute discretion as
to whether or not continued employment is in the best
interests of COMPANY.
8.2 In the event of termination of this Agreement, EMPLOYEE shall
be entitled to the compensation earned prior to the date of
termination, as provided for in this Agreement, computed pro
rata, up to and including that date.
8.3 This Agreement shall not be terminated by any merger or
consolidation in which COMPANY is not the consolidated or
surviving corporation, by the transfer of all or substantially
all of the assets of COMPANY, or by the voluntary or
involuntary dissolution of COMPANY.
8.4 In the event of any merger or consolidation or transfer of
assets, the surviving or resulting corporation or the
transferee of COMPANY's assets shall be bound by and shall have
the benefit of the provisions of this Agreement. COMPANY shall
take all actions necessary to insure that such a corporation or
transferee is bound by the provisions of this Agreement.
9. CLIENT RECORDS
9.1 It is expressly understood that all documents and/or records
provided to EMPLOYEE by COMPANY constitute proprietary
information and is the property of COMPANY and upon termination
of her employment, EMPLOYEE shall not have access to such
records or documents.
10. ASSIGNMENT
10.1 Nothing contained in this Agreement shall be construed to
permit assignment by EMPLOYEE, of any rights or duties under
this Agreement. Any such assignment is expressly prohibited.
Initial: ________ Initial: __________
Employment Agreement 7
11. DISPUTE RESOLUTION/MEDIATION
11.1 In the event that there is any dispute as to any items subject
to this Agreement, including, but not limited to, the extent,
quality, manner and location of duties and services to be
rendered and compensation to be paid, such disagreement shall
first be submitted to the C.E.O. of Company for resolution and
if not resolved by and between the parties, shall then be
submitted to the Board of Directors of COMPANY. Any dispute
related to the interpretation or enforcement of this Agreement
that is not resolved by the C.E.O. or the Board of Directors,
the Parties agree that it first shall be submitted to
Mediation. If Mediation is not successful in resolving the
entire dispute, any outstanding issues shall be submitted to
final and binding arbitration in accordance with the rules
established by the American Arbitration Association. The
arbitrator's award shall be final and judgment may be entered
upon it by any Court having competent jurisdiction. If either
party hereto shall institute any legal or other proceedings to
enforce or interpret any rights hereunder or terms thereof, the
prevailing party in such action will be entitled to reasonable
Attorney fees and all court costs. Jurisdiction and venue
shall be in the County of Orange, State of California.
12. COSTS AND ATTORNEYS' FEES
12.1 In the event that either party hereto shall bring any such
action to enforce any provision of this Agreement, pursuant to
Paragraph 11, or as a result of any default in the performance
of any provision of this Agreement, the prevailing party in
such action shall be entitled to recover all costs and
expenses, including reasonable Attorney's fees, incurred by
such prevailing party in connection with such action.
13. ENTIRE AGREEMENT
13.1 This Agreement constitutes the entire Agreement between the
parties hereto with respect to the employment of EMPLOYEE by
COMPANY, and contains all the covenants and agreements between
the Parties and supersedes all prior agreements. Any
modification of this Amended Agreement will become effective
only if in writing, dated and signed by the Parties.
14. MONIES DUE EMPLOYEE IF DECEASED
14.1 If EMPLOYEE dies prior to the expiration of the term of
employment, any monies that may be due from COMPANY, under this
Agreement, as of the
Initial: ________ Initial: __________
Employment Agreement 8
date of EMPLOYEE's death, should be paid to EMPLOYEE's
executives, administrators, heirs, personal representatives,
successors, and assigns.
15. CALIFORNIA LAW
15.1 This Agreement shall be governed by and construed in accordance
with the Laws of the State of California.
16. NOTICES
16.1 All notices or other communication that either party may desire
or may be required to deliver to the other party, may be
delivered in person or by depositing same in the United States
mail, postage prepaid, Certified or Registered Mail, addressed
as follows:
If to Employee:
XXXXXXXXX XXXXXX
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
If to Company:
Xxxx Xxxxx, C.E.O.
Norstar Communications, Inc.
00000 Xxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
17. FURTHER DOCUMENTS
17.1 The Parties hereto agree to execute any further documents and
to take such further actions that may be necessary or
appropriate in order to carry out the purposes of this
Agreement.
18. VIOLATION OF LAW
18.1 In the event it is determined that any part of this Agreement
is in violation of applicable law, the parties agree to
negotiate, in good faith, to amend this Agreement as is
necessary to conform to the Law.
Initial: ________ Initial: __________
Employment Agreement 9
19. WAIVERS
19.1 Any waiver of any term, covenant or condition of this Agreement
by any party hereto, should not be effective unless set forth
in writing, signed by the party granting such waiver and the
other party thereto. If a partial waiver is granted or agreed
to by the parties, in no event shall any such waiver be deemed
to be a waiver of any other term, covenant or condition of this
Agreement.
20. CONTRACT REVIEW
I hereby agree to the above Revised AGREEMENT TO COVER MY employment
Contract period and certify that I have read the foregoing and fully
understand the meaning and effect thereof, and intend to be legally
bound. This Agreement is executed on this 1st day of February, 2002, in
Irvine, California.
By: /s/ BARIELLE XXXXXX February 1, 2002
----------------------------------- ----------------
XXXXXXXXX XXXXXX, Employee Date
By: /s/ XXXX XXXXX February 1, 2002
----------------------------------- ----------------
Xxxx Xxxxx, C.E.O. of Norstar Date
Communications, Inc.
Initial: ________ Initial: __________
